Ex-10.1 Form of Restricted Stock Agreement






Exhibit 10.1




RESTRICTED STOCK AGREEMENT




     THIS
AGREEMENT is entered into effective as of this ____ day of
________, 20__ (the
“Effective Date”), by and between _________ (the “Participant”) and Goldleaf
Financial Solutions, Inc., a Tennessee corporation (the “Company”).



WITNESSETH:




     WHEREAS, the Company maintains the Goldleaf Financial Solutions, Inc. 2005 Long-Term Incentive
Plan (“Plan”), which is incorporated into and forms a part of this Agreement; and



     WHEREAS, the Participant has been selected by the Committee to receive shares of Restricted
Stock under the Plan;



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the
parties hereby acknowledge, the parties agree as follows:



     1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:




     (a) “Agreement” means this Restricted Stock Agreement between the Company and the
Participant.




     (b) “Change in Control” has the same meaning given to such term in Section 2.5 of the
Plan.




     (c) “Committee” has the same meaning given to such term in Section 2.6 of the Plan.




     (d) “Date of Termination” means the first day occurring on or after the date hereof on
which the Participant is not employed by or serving on the board of directors of the Company
or any Subsidiary.




     (e) “Detrimental Activity” has the same meaning given to such term in Section 2.9 of
the Plan.




     (f) “Eligible Employee” has the same meaning given to such term in Section 2.11 of the
Plan.




     (g) “Effective Date” shall have the meaning assigned in the Preamble hereto.




     (h) “Restricted Stock” has the same meaning given to such term in Section 2.23 of the
Plan.




     (i) “Stock” has the same meaning given to such term in Section 2.34 of the Plan.



 









 






     (j) “Subsidiary” has the same meaning given to such term in Section 2.27 of the Plan.




     (k) “Targeted EBITDA” shall mean the Company’s targeted EBITDA for the fiscal year in
which the Effective Date occurs as established by the compensation committee of the Company,
and as may be adjusted after the date hereof in the sole and absolute discretion of the
compensation committee of the Company from time to time.


Except where the context clearly implies or indicates the contrary, any term not otherwise defined
herein shall have the meaning given to such term in the Plan.



     2. Restricted Stock Award. On the Effective Date, the Company shall issue to
Participant ___(___) shares of Restricted Stock, which shall be subject to the
terms of this Agreement and, as applicable, the Plan.



     3. Transfer and Forfeiture of Restricted Stock. Shares of Restricted Stock shall be
subject to the following restrictions until they vest pursuant to the terms of the vesting schedule
set forth in Section 5 below:




     (a) Shares of unvested Restricted Stock shall not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated.




     (b) Shares of unvested Restricted Stock shall be forfeited on the Participant’s Date of
Termination for no consideration, without any further action on the part of the Company or
the Participant, and as otherwise set forth in the Plan.




     (c) Shares of unvested Restricted Stock shall be forfeited for no consideration,
without any further action on the part of the Company or the Participant to the extent that
the Company fails to achieve Targeted EBITDA, as set forth in the following schedule:



	 	 	 	 	 	 
	 	Company Achieves less than 95% of Targeted
EBITDA

	 	 	100% of Shares Forfeited	 
	 	Company Achieves Between 95% and 97.4% of
Targeted EBITDA

	 	 	90% of Shares Forfeited	 
	 	Company Achieves Between 97.5% and 99.9% of
Targeted EBITDA

	 	 	75% of Shares Forfeited	 
	 	Company Achieves 100% of Targeted EBITDA

	 	 	No Shares Forfeited	 
	 





     4. Dividends and Voting Rights. Participant will be entitled to receive any dividends
paid with respect to unvested (but not forfeited) Restricted Stock. The Participant will be
entitled to vote the shares of unvested (but not forfeited) Restricted Stock granted under this
Agreement.



     5. Vesting Schedule. Subject to the limitations of this Agreement, the transfer
restrictions and the forfeiture provisions set forth in Section 3 shall lapse and shares of
Restricted Stock granted, and not previously forfeited, under this Agreement shall vest as follows:



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     (a) One third (1/3) of such shares shall vest on the first anniversary of the Effective
Date, one third (1/3) of such shares shall vest on the second anniversary of the Effective
Date, and one third (1/3) of such shares shall vest on the third anniversary of the
Effective Date; and




     (b) Notwithstanding the foregoing, all restrictions will immediately lapse upon a
Change in Control.



     6. Status of Stock. The Participant agrees that Stock issued under this Agreement
will not be sold or otherwise disposed of in any manner that would constitute a violation of any
applicable federal or state securities laws. Participant also agrees: (i) that the certificate(s)
representing the Stock issued hereunder may bear such legend or legends as the Company deems
appropriate in order to assure compliance with applicable securities laws; (ii) that the Company
may, in its discretion, retain possession of the certificate(s) representing the Stock issued
hereunder until the Stock vests as provided in Section 5; and (iii) that the Company may refuse to
register the transfer of the Stock issues hereunder on the stock transfer records of the Company if
the proposed transfer would be, in the opinion of counsel satisfactory to the Company, a violation
of any applicable securities law.



     7. Certificates of Compliance and Rescission upon Detrimental Activity. The Company
may, in its discretion, cancel, rescind, suspend, withhold or otherwise limit or restrict any
unvested shares of Restricted Stock at any time if it is reasonably determined that the Participant
is not in compliance with all applicable provisions of this Agreement and the Plan, or if the
Participant engages in Detrimental Activity while an Eligible Employee (in which case the Company
may also cancel, rescind, suspend, withhold or otherwise limit or restrict any vested portion of
this Award which became vested after commencement of such Detrimental Activity, and otherwise treat
such vested portion as if unvested for purposes of this Section 7). Upon vesting pursuant to this
Agreement, the Participant shall, if requested by the Company, certify in a manner acceptable to
the Company that he or she is in compliance with the terms and conditions of the Plan and, if still
an Eligible Employee, is not engaged in any Detrimental Activity. In the event the Participant
engages in any Detrimental Activity while an Eligible Employee which occurs prior to the vesting of
Restricted Stock pursuant to this Agreement, such vesting may be rescinded in the sole discretion
of the Company within two years after such Detrimental Activity, and in the event of any such
rescission, the Participant shall either surrender such Restricted Stock or pay to the Company an
amount of gain which is realized or obtained (measured by the mean market price (or, if not
publicly traded, the fair market value as determined in good faith by the Committee) of a share of
Stock on the date of vesting, multiplied by the number of shares of Stock issued to the Participant
hereunder the vesting of which is rescinded without regard to any subsequent market price decrease
or increase). To the extent of amounts owed by Participant pursuant to this Section 7, the Company
may set-off against any amounts the Company owes Participant (including amounts owed Participant as
wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to
Participant by the Company). Whether or not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the full amount Participant owes it,
Participant agrees to pay immediately upon request the unpaid balance to the Company.



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     8. Heirs and Successors. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s
assets and business. If any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered, respectively, at the time of
the Participant’s death, such rights shall be exercisable by the legal representative of the estate
of the Participant.



     9. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of
the Agreement by the Committee and any decision made by it with respect to the Agreement is final
and binding on all persons.



     10. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the
terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained
by the Participant from the office of the Secretary of the Company; and this Agreement is subject
to all interpretations, amendments, rules and regulations promulgated by the Committee from time to
time pursuant to the Plan.



     11. Not An Employment Contract. The Award will not confer on the Participant any
right with respect to continuance of employment or other service with the Company or any
Subsidiary, or interfere in any way with any right the Company or any Subsidiary would otherwise
have to terminate or modify the terms of such Participant’s employment or other service at any
time.



     12. Notices. Any written notices provided for in this Agreement or the Plan shall be
in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or
overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed
received three business days after mailing but in no event later than the date of actual receipt.
Notices shall be directed, if to the Participant, at the Participant’s address indicated by the
Company’s records, or if to the Company, at the Company’s principal executive office.



     13. Amendment. This Agreement may be amended by written agreement of Participant and
the Company, without the consent of any other person.



     14. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the state of Tennessee, without regard to the choice of law provisions of any
jurisdiction.



[Signature page to follow]




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     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused
this Agreement to be executed in its name and on its behalf, all as of the date first written
above.



	 	 	 	 	 
	 	PARTICIPANT:

 	 
	 	
 	 
	 	[INSERT NAME] 	 
	 	 	 
	 



	 	 	 	 	 
	 	COMPANY:



Goldleaf Financial Solutions, Inc.

 	 
	 	By:  	 	 
	 	 	Title:   	 
	 	 	 	 
	 




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